To start a nonprofit in West Virginia, file articles of incorporation with the Secretary of State for $25, get a federal Employer Identification Number, apply to the IRS for 501(c)(3) tax-exempt status, register with the West Virginia State Tax Department, and — if you plan to fundraise — register with the Secretary of State’s Charities Division. Each step has its own form, fee, and deadline, and one common mistake at the articles stage can force you to redo the paperwork and pay the state again.
Pick a Name That Meets State Requirements
Your corporate name has to include a designator: “corporation,” “incorporated,” “company,” or “limited,” or an abbreviation of one of those (corp., inc., co., ltd.). Nonprofits may also use “foundation.”1West Virginia Legislature. West Virginia Code 31E-4-401 – Corporate Name
The name also has to be distinguishable from every other entity already on file with the Secretary of State. Search the state’s business database through the One Stop Business Portal before you settle on it. If you want to operate under a different name than your legal corporate name, that requires a separate trade name registration.
File Articles of Incorporation
Form CD-1NP is the Secretary of State’s template for nonprofit articles of incorporation. You can draft your own, but the state form is built around the statutory requirements in W. Va. Code § 31E-2-202, so it’s the safer choice.2West Virginia Legislature. West Virginia Code 31E-2-202 – Articles of Incorporation
Your articles need to include:
- The corporate name with a valid designator.
- A statement that the corporation is nonprofit and will not issue stock or make distributions.
- Whether the corporation will have voting members or be governed only by its board.
- The name and physical West Virginia address of the registered agent authorized to accept legal documents.
- The name and address of each incorporator.
- The mailing address of the principal office.
- An email address where the Secretary of State can send filing reminders.
Listing the initial board in the articles is optional. You can name directors at the organizational meeting instead. Either way, West Virginia nonprofit law requires at least three directors, not one.3West Virginia Legislature. West Virginia Code 31E-8-803 – Number and Election of Directors Founders coming from the for-profit side often assume the one-director minimum from for-profit corporation law carries over. It doesn’t.
The IRS Language You Have to Include Now
If you’re planning to apply for 501(c)(3) recognition, two provisions have to appear in your articles from day one. Leave them out and the IRS will reject the exemption application until you amend the articles and pay the Secretary of State again.
The first is a purpose clause limiting the organization’s activities to purposes described in Section 501(c)(3) of the Internal Revenue Code — charitable, religious, educational, or scientific purposes, for example. The second is a dissolution clause committing any remaining assets, if the organization ever shuts down, to another 501(c)(3), the federal government, or a state or local government for a public purpose. The IRS offers this sample: “Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of IRC Section 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.”4Internal Revenue Service. Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3) Form CD-1NP includes an IRS attachment page designed to hold this language.
Filing Method, Fees, and Timing
File online through the West Virginia One Stop Business Portal or mail Form CD-1NP to the Secretary of State. The base filing fee is $25. Online filings add a $1 portal fee.5West Virginia Secretary of State. Fee Schedule for Services and Registration With the West Virginia Secretary of State Veteran-owned nonprofits qualify for a waiver of the $25 fee.
Standard processing takes five to ten business days. Expedited options cost extra on top of the filing fee: $25 for next business day (or same day in person), $250 for two-hour processing, or $500 for one-hour processing.6West Virginia Secretary of State. Customer Order Request – Expediting Service Options
Once the state accepts the filing, you’ll receive a Certificate of Incorporation. That certificate makes the nonprofit a legal entity. It does not make it tax-exempt.
Hold an Organizational Meeting and Adopt Bylaws
Before applying for federal exemption, the board should hold an organizational meeting to adopt bylaws. Bylaws are the internal rulebook: how often the board meets, how directors are elected and removed, officer roles, voting procedures, and how the bylaws themselves can be amended.
The IRS doesn’t tell you what your bylaws must say, but it reviews them as part of the 501(c)(3) application. Bylaws that contradict your articles or leave out basic accountability structures will slow the review. Document the meeting in written minutes recording the adoption of bylaws, the election of officers, and any other initial resolutions.
Get an EIN From the IRS
Every nonprofit needs an Employer Identification Number before it can open a bank account, hire staff, or file returns.7Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN) The fastest route is the online IRS EIN application, which issues the number immediately. Applying by fax or mail using Form SS-4 works too, but takes longer.8Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization
Apply for 501(c)(3) Status
Incorporation makes you a legal entity. It doesn’t make donations to your organization tax-deductible or exempt you from federal income tax. That comes from IRS recognition under Section 501(c)(3), and it’s a separate application.
Use IRS Form 1023, which carries a $600 user fee paid through Pay.gov. Smaller organizations may qualify for the streamlined Form 1023-EZ, which costs $275. To use the short form, your organization has to project annual gross receipts of $50,000 or less for each of the next three years and meet other eligibility rules.9Internal Revenue Service. Form 1023 and 1023-EZ – Amount of User Fee The IRS publishes an eligibility worksheet with the Form 1023-EZ instructions to help you decide.10Internal Revenue Service. Instructions for Form 1023-EZ
File within 27 months of incorporation. Meet that window and your exemption applies retroactively to the date of incorporation. Miss it and exemption starts only from the date the IRS receives the application, leaving a gap where the organization was technically taxable.11Internal Revenue Service. Application for Recognition of Exemption
The IRS checks the purpose and dissolution language in your articles, reviews your bylaws, a narrative description of your planned activities, and financial projections. Your organizing documents must show that no part of the net earnings will benefit a private individual and that assets are permanently dedicated to exempt purposes.12Internal Revenue Service. Instructions for Form 1023
Register With the West Virginia Tax Department
Every organization operating in West Virginia has to register with the State Tax Department using Form WV/BUS-APP, regardless of nonprofit status. Registration produces your West Virginia Business Registration Certificate.13West Virginia Tax Division. Business Registration Frequently Asked Questions
The registration fee is $30, but nonprofits with federal tax exemption under Section 501(c) can skip the fee by submitting a copy of the IRS determination letter with the application.14West Virginia Tax Division. West Virginia New Business Registration Application If your determination letter hasn’t arrived yet, pay the $30 and request reissuance once your federal status is confirmed. The Tax Department treats this registration for churches and other nontaxable nonprofits as a formality; filing doesn’t subject the organization to business taxes.13West Virginia Tax Division. Business Registration Frequently Asked Questions
Sales and Use Tax Exemption Is Separate
Federal 501(c)(3) status does not automatically exempt your nonprofit from West Virginia sales and use tax. To qualify for the sales tax exemption on purchases used in your nonprofit activities, all four of these have to be true:
- You hold a current West Virginia Business Registration Certificate.
- You are exempt from federal income tax under Section 501(c)(3) or 501(c)(4).
- You fit a qualifying category: churches, accredited schools, organizations that receive more than half their support from gifts and grants, all-volunteer organizations that donate net fundraising proceeds to a 501(c)(3) or 501(c)(4) entity, or qualifying youth organizations.
- The purchases are used in your exempt activities, not in generating unrelated business income.
If you qualify, claim the exemption by giving vendors a completed Streamlined Sales Tax Certificate of Exemption (Form F0003). Gasoline and special fuels aren’t covered.15West Virginia State Tax. Sales and Use Tax for Nonprofit Organizations
Register Before You Fundraise
If your nonprofit plans to solicit donations from the public in West Virginia, register with the Secretary of State’s Charities Division before any fundraising begins. Registration lasts one year and has to be renewed annually for as long as you keep soliciting.16West Virginia Legislature. West Virginia Code 29-19-5 – Registration of Charitable Organizations; Fee
The annual fee is $15 for organizations collecting less than $1 million per year and $50 for those collecting more. A parent organization filing on behalf of chapters or affiliates pays a single $50 fee. Late filings carry a $25-per-month penalty.17WV.gov. Charitable Organizations and Professional Fundraiser Forms and Fees
Some organizations are exempt from the registration requirement, including:
- Churches, synagogues, and religious organizations that qualify under Section 501(c)(3) and are exempt from filing annual returns under 26 U.S.C. § 6033.
- Accredited educational institutions and their affiliated support groups.
- Nonprofits that do not use professional fundraisers and raise less than $50,000 per calendar year from the public.
- Organizations soliciting only within their own membership.
- Nonprofit hospitals and licensed nursing homes.
If you fit one of these categories, you can skip the registration. Keep documentation of the exemption on file.18West Virginia Legislature. West Virginia Code 29-19-6 – Certain Persons and Organizations Exempt From Registration
Keep the Nonprofit in Good Standing
Creating the nonprofit is a one-time process. Keeping it alive isn’t.
Annual Report to the Secretary of State
Every West Virginia nonprofit files an annual report with the Secretary of State and pays $25. The filing window runs January 1 through June 30 each year following the year of registration. File online through the One Stop Business Portal.19One Stop Business Portal – WV.gov. Annual Reporting
Miss June 30 and you can face penalties. Worse, the Secretary of State can start administrative dissolution proceedings. A dissolved nonprofit can seek reinstatement within two years, but operating while dissolved creates legal exposure for the board.20West Virginia Legislature. West Virginia Code 31E-13-1320 – Grounds for Administrative Dissolution
Federal Form 990
Tax-exempt organizations have to file an annual information return with the IRS. Which version depends on size:
- Form 990-N (e-Postcard) for gross receipts normally $50,000 or less.
- Form 990-EZ for gross receipts under $200,000 and total assets under $500,000.
- Form 990 for gross receipts of $200,000 or more, or total assets of $500,000 or more.
The return is due the 15th day of the fifth month after the end of your tax year. For calendar-year filers, that’s May 15.21Internal Revenue Service. Exempt Organization Filing Requirements – Form 990 Due Date An organization that misses three consecutive years automatically loses federal tax-exempt status. Getting it back requires a new application and another user fee.
What It Costs to Get Started
Government fees stack up faster than most founders expect. Here’s the rough total for a new organization:
- Articles of incorporation: $25 (plus $1 online portal fee).
- IRS exemption application: $275 (Form 1023-EZ) or $600 (Form 1023).
- Business registration: $0 with an IRS determination letter, $30 without.
- Charitable solicitation registration: $15 or $50 per year.
- Annual report: $25 per year, starting the year after incorporation.
Government fees alone come to at least $315 for a small organization using Form 1023-EZ and over $700 if you need expedited state processing or the full Form 1023. Professional help with incorporation and the federal application adds several hundred to a few thousand dollars depending on complexity. Build those figures into your budget before you file.